Koichiro Sato
Senseonics HoldingsAbout Koichiro Sato
Koichiro Sato (age 51) has served on the Senseonics Holdings, Inc. Board since May 2023 as a Class II director, continuing in office until the 2027 annual meeting. He is Senior Executive Vice President, Representative Director, and Chief Operating Officer of PHC Holdings Corporation; he holds a B.A. from Keio University and an MBA from McGill University. Mr. Sato was nominated pursuant to PHC’s contractual right to designate directors and is not deemed independent by virtue of his senior role at PHC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PHC Holdings Corporation | External Director | 2017–Jul 2022 | Governance experience at parent of Ascensia; precursor to current COO role |
| Mitsui & Co. | Healthcare business roles | 7 years | Global healthcare business exposure |
| DaVita Care Pte. Ltd. | Director | Not disclosed | Healthcare services oversight |
| Bowtie Life Insurance Co. Ltd. | Director | Not disclosed | Insurtech/health-related experience |
| MBK Healthcare Management Pte. Ltd., Hong Kong Branch | Chief Executive Officer | Not disclosed | Regional leadership in healthcare management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PHC Holdings Corporation | Senior EVP, Representative Director, COO | Current | Oversees all business domains of PHC Group |
| PHC/Ascensia ecosystem | PHC designee to SENS Board | Current | PHC has board designation rights; Ascensia is SENS’s exclusive distributor for Eversense |
Board Governance
- Independence: Not independent due to his role at PHC Holdings Corporation.
- Board class/tenure: Class II director continuing until 2027 annual meeting; appointed May 2023.
- Committee memberships: No committee assignments (Audit, Compensation, Nominating & Corporate Governance) in 2023–2024. Committees are composed of independent directors.
- Attendance: Board met 4 times in 2023 and 4 times in 2024; each director attended at least 75% of aggregate board and committee meetings; all then-serving directors attended the 2024 annual meeting (11 attended in 2023).
| Committee (2024) | Member? | Chair? |
|---|---|---|
| Audit Committee | No | — |
| Compensation Committee | No | — |
| Nominating & Corporate Governance Committee | No | — |
Fixed Compensation
| Year | Cash Fees ($) | Equity Grants ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2023 | — | — | — | Declined compensation due to PHC employment |
| 2024 | — | — | — | Continued to decline compensation (PHC employment) |
Director compensation policy (structure):
| Component | Member Annual Retainer ($) | Chair Additional Retainer ($) |
|---|---|---|
| Board | 40,000 | 35,000 |
| Audit Committee | 10,000 | 10,000 |
| Compensation Committee | 6,500 | 7,500 |
| Nominating & Corporate Governance | 5,000 | 5,000 |
Performance Compensation
| Equity Grant Type | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Initial non-employee director grant | 225,000 | RSUs vest annually in three installments; options vest monthly over 3 years | At election of Compensation Committee |
| Annual non-employee director grant | 112,500 | 1-year cliff for RSUs; options at FMV, vest per policy | For continuing service |
Sato-specific awards:
| Year | RSUs/Options Granted | Vesting Schedule | Notes |
|---|---|---|---|
| 2023 | None | N/A | Declined director compensation |
| 2024 | None | N/A | Declined director compensation |
No performance metrics (TSR, EBITDA, ESG) are disclosed for director equity; grants are time-based per policy.
Other Directorships & Interlocks
| Entity | Relationship to SENS | Interlock/Conflict Vector | Detail |
|---|---|---|---|
| PHC Holdings Corporation | Investor and board designee | Related party; influence via PHC IRA | PHC holds common stock and pre-funded warrants; right to designate up to two directors ≥15% ownership (one director if 5–15%); currently designates Sato and Brian Hansen |
| Ascensia Diabetes Care (PHC subsidiary) | Exclusive global distributor of Eversense | Strategic partner; oversight via PHC/Ascensia ecosystem | Commercialization agreement for 90/180-day Eversense; PHC designees on SENS board (Sato, Hansen). |
Expertise & Qualifications
- Global healthcare operations leadership across Asia and international markets; senior operating role at PHC.
- Prior governance and leadership roles in healthcare services and insurance (DaVita Care Pte., Bowtie Life Insurance; MBK Healthcare HK Branch).
- Education: B.A. Keio University; MBA McGill University.
Equity Ownership
| Metric | Apr 1, 2024 | Nov 15, 2024 | Apr 1, 2025 | Aug 1, 2025 |
|---|---|---|---|---|
| Shares Beneficially Owned | 0 | 0 | 0 | 0 |
| Ownership % of Shares Outstanding | <1% | <1% | <1% | <1% |
PHC Holdings Corporation beneficially owned 86,892,237 shares/warrants as disclosed (ownership % varies with outstanding shares).
Governance Assessment
- Strengths: Extensive global healthcare operating experience; board-class continuity through 2027; attendance meets minimum thresholds; independent Chairman structure with regular executive sessions.
- Potential conflicts (monitor): Not independent due to PHC role; PHC has significant economic stake (shares and pre-funded warrants) and contractual board designation rights; Ascensia (PHC subsidiary) is SENS’s exclusive distribution partner—ongoing related-party exposure requires robust Audit Committee oversight.
- Alignment signals: Sato personally holds 0 SENS shares; he declines all director compensation (cash and equity), reducing direct pay-based alignment. Alignment may be indirectly via PHC’s stake, but personal “skin in the game” is not evident in proxy ownership tables.
- Board effectiveness: No committee roles for Sato; all standing committees comprised of independent directors—mitigates direct influence in audit/compensation/nominating decisions but places emphasis on full-board oversight of PHC-related matters.
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY2024 review window | Not listed in proxy; Company states directors complied with Section 16(a) filing requirements | Proxy indicates compliance but does not enumerate specific transactions. |
Director Compensation Structure Analysis
- Year-over-year: Sato received no director compensation in 2023 and 2024, consistent with PHC-affiliated designees historically declining fees.
- Mix/metrics: Equity grants for directors are time-based (no disclosed performance metrics); Sato’s decline means no at-risk or guaranteed pay.
- Red flags: Related-party designations combined with zero personal equity and no committee roles heighten the importance of independent committee oversight and transparent related-party transaction review.
Related Party Transactions (PHC/Ascensia)
- PHC Investor Rights Agreement: Board designation rights scale with ownership (two designees ≥15%; one at 5–15%); currently two PHC designees (Sato, Hansen).
- PHC financing/warrants: Pre-funded warrant issuances and registration rights documented in 2023; PHC beneficial holdings disclosed across proxies.
- Commercialization agreement: Ascensia distribution agreement for Eversense; continuing strategic and operational linkage.
Fixed Compensation (Policy Reference)
| Policy Element | Detail |
|---|---|
| Cash retainers | Board $40,000; Audit $10,000; Compensation $6,500; Nominating $5,000; Chair adders as disclosed |
| Equity | Initial $225,000 grant (RSU or options); annual $112,500 grant for continuing directors; standard time-based vesting |
Performance Compensation (Policy Reference)
| Metric | Target/Structure | Vesting/Trigger |
|---|---|---|
| Director RSUs | $225,000 initial; $112,500 annual | Time-based (annual installments or 1-year cliff) |
| Stock Options | $225,000/$112,500 fair value; FMV strike | Monthly vesting over 3 years |
Other Notes
- Board leadership: Independent Chairman (Stephen DeFalco) with authority to call/preside at meetings and executive sessions.
- Committee activity: 2023—Audit (8), Compensation (4), Nominating (3); 2024—Audit (8), Compensation (4), Nominating (2).
- Annual meeting attendance: All then-serving directors attended 2024 annual meeting.